================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------

                                  FORM 10 - QSB

                                 ---------------

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                                    333-39208
                                    ---------
                            (Commission File Number)

                  For the quarterly period ended March 31, 2003

                       COL China Online International Inc.
                       -----------------------------------
        (Exact name of small business issuer as specified in its charter)


            Delaware                                          52-2224845
            --------                                          ----------
       (State or other                                       (IRS Employer
jurisdiction of incorporation)                           Identification Number)

                       3176 South Peoria Court, Suite 100
                             Aurora, Colorado, 80014
                             -----------------------
           (Address of principal executive offices including zip code)

                                 (303) 695-8530
          (Small Business Issuer telephone number, including area code)

                                       N/A
                                       ---
          (Former Name or Former Address, if Changed Since Last Report)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes    X    No
     -----     -----

As of May 1, 2003, the Registrant had outstanding 50,155,000 shares of its
common stock, par value $.001.

Transitional Small Business Disclosure Format (Check One):

Yes         No    X
    -----       -----

================================================================================

<PAGE>



                       COL China Online International Inc.


                                   FORM 10-QSB

                                 March 31, 2003

                                Table of Contents

                                                                        Page No.
                                                                        --------

PART I.  FINANCIAL INFORMATION



Item 1    Financial Statements:
          Condensed Consolidated Balance Sheets as of
            March 31, 2003 (unaudited) and June 30, 2002                    1
            2002
          Condensed Consolidated Statements of Operations
            for the three and nine months ended
            March 31, 2003 and 2002 (unaudited)                             2
          Condensed Consolidated Statements of Cash Flows
            for the nine months ended March 31,
            2003 and 2002 (unaudited)                                       4
          Notes to Condensed Consolidated Financial Statements              5
Item 2    Management's Discussion and Analysis of Financial
            Condition and Results of Operations                             8
Item 3    Controls and Procedures                                          15


PART II.  OTHER INFORMATION




Signature Page

Certifications

<PAGE>
<TABLE>
<CAPTION>



                                              PART I FINANCIAL INFORMATION

Item 1.  Financial Statements


                                          COL CHINA ONLINE INTERNATIONAL INC.
                                        CONDENSED CONSOLIDATED BALANCE SHEETS


                                                                       JUNE 30, 2002         MARCH 31, 2003 (unaudited)
                                                                      --------------       ------------------------------
                                                                            (Rmb)             (Rmb)              (US$)
                                                                                                      (Illustrative Only)

                            ASSETS
                            ------
<S>                                                                      <C>                 <C>              <C>
CURRENT ASSETS:
    Cash                                                                    368,839            218,680             26,388
    Accounts receivable, net of allowance for doubtful
         accounts of Rmb129,122 and of Rmb nil, respectively                340,115            323,730             39,064
    Inventories                                                              19,840               --                 --
    Prepaid expense and other receivables                                   266,992            405,748             48,962
                                                                        -----------        -----------        -----------

             Total current assets                                           995,786            948,158            114,414

PROPERTY, OFFICE SPACE AND EQUIPMENT, net of accumulated
    depreciation and impairment of Rmb11,658,621 and
    Rmb11,307,796 (US$1,364,505), respectively                            3,509,596          3,832,146            462,423
                                                                         -----------        -----------        -----------

TOTAL ASSETS                                                              4,505,382          4,780,304            576,837
                                                                        ===========        ===========        ===========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
----------------------------------------

CURRENT LIABILITIES:
    Current portion of mortgage loans payable                               330,528            343,965             41,506
    Accounts payable and accrued expenses                                 2,203,103          1,649,929            199,096
    Due to a minority stockholder                                           214,660            214,660             25,903
    Taxes payable                                                           260,894            186,591             22,516
                                                                        -----------        -----------        -----------

             Total current liabilities                                    3,009,185          2,395,145            289,021

NOTES PAYABLE:
    Majority Stockholder                                                 51,784,441         59,673,818          7,200,809
    Mortgage loans payable - net of current portion                         860,612            600,937             72,515
                                                                        -----------        -----------        -----------

             Total notes payable                                         52,645,053         60,274,755          7,273,324

STOCKHOLDERS' DEFICIENCY:
    Preferred stock, US$0.001 par value, 5,000,000 shares
         authorized, none outstanding                                          --                 --                 --
    Common stock, US$0.001 par value, 100,000,000 shares
         authorized, 50,155,000 shares issued and outstanding               408,864            408,864             50,155
    Additional paid-in capital                                            1,214,118          1,214,118            146,507
    Accumulated deficit                                                 (52,738,071)       (59,475,643)        (7,177,713)
    Accumulated other comprehensive loss                                    (33,767)           (36,935)            (4,457)
                                                                        -----------        -----------        -----------

             Total stockholders' deficiency                             (51,148,856)       (57,889,596)        (6,985,508)
                                                                        -----------        -----------        -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                            4,505,382          4,780,304            576,837
                                                                        ===========        ===========        ===========


                            See accompanying notes to these condensed consolidated financial statements

                                                               Page 1
<PAGE>


                                            COL CHINA ONLINE INTERNATIONAL INC.
                             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


                                                                        FOR THE THREE MONTHS ENDED
                                                         ---------------------------------------------------------
                                                          MARCH 31, 2002                   MARCH 31, 2003
                                                         ---------------       -----------------------------------
                                                             (Rmb)                (Rmb)             (US$)
                                                                                               (Illustrative Only)

NET REVENUES:
    Computer network installations                          216,296                   --                     --
    Kiosk solution project management                          --                  484,313                 58,449
    Transaction fee                                           2,564                   --                     --
    Business services revenue                                   647                   --                     --
    Marketing fees, minority stockholder                    102,834                115,437                 13,930
                                                        -----------            -----------            -----------

         Total revenues                                     322,341                599,810                 72,379

COST OF SALES:
    Computer network installations                          184,007                   --                     --
    Kiosk solution project management                          --                  434,409                 52,420
    Business services costs                                     284                   --                     --
    Communication costs                                     244,600                198,392                 23,940
                                                        -----------            -----------            -----------

                                                            428,891                632,801                 76,360
                                                        -----------            -----------            -----------

    Gross Margin                                           (106,550)               (32,991)                (3,981)

OPERATING EXPENSES:
    General and administrative                            2,602,712              2,067,594                250,313
    Amortization and depreciation                         1,072,004                164,514                 19,852
                                                        -----------            -----------            -----------

         Total operating expenses                         3,674,716              2,232,108                270,165
                                                        -----------            -----------            -----------

OPERATING LOSS                                           (3,781,266)            (2,265,099)              (274,146)

    Other income                                               --                   70,538                  8,512
                                                        -----------            -----------            -----------

LOSS BEFORE MINORITY INTEREST                            (3,781,266)            (2,194,561)              (265,634)

    Minority interest                                          --                     --                     --
                                                        -----------            -----------            -----------

NET LOSS                                                 (3,781,266)            (2,194,561)              (265,634)
                                                        ===========            ===========            ===========

OTHER COMPREHENSIVE (LOSS) GAIN                                --                     --                     --
                                                        -----------            -----------            -----------

COMPREHENSIVE LOSSES                                     (3,781,266)            (2,194,561)              (265,634)
                                                        ===========            ===========            ===========

BASIC AND FULLY DILUTED NET LOSS PER SHARE                    (0.08)                 (0.04)                (0.005)
                                                        ===========            ===========            ===========

WEIGHTED AVERAGE COMMON SHARES                           50,155,000             50,155,000             50,155,000
                                                        ===========            ===========            ===========


                    See accompanying notes to these condensed consolidated financial statements

                                                       Page 2


<PAGE>


                                  COL CHINA ONLINE INTERNATIONAL INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


                                                                 FOR THE NINE MONTHS ENDED
                                                   ----------------------------------------------------------
                                                   MARCH 31, 2002                          MARCH 31, 2003
                                                   --------------          ----------------------------------
                                                            (Rmb)                (Rmb)             (US$)
                                                                                          (Illustrative Only)

NET REVENUES:
    Computer network installations                   1,371,702                 58,842                  7,100
    Kiosk solution project management                     --                  484,373                 58,450
    Transaction fee                                     15,727                   --                     --
    Business services revenue                            7,977                    898                    108
    Sale of software                                    33,181                   --                     --
    Marketing fees, minority stockholder               269,007                374,493                 45,190
                                                   -----------            -----------            -----------

         Total revenues                              1,697,594                918,606                110,848

COST OF SALES:
    Computer network installations                     973,535                 56,800                  6,854
    Kiosk solution project management                     --                  434,409                 52,420
    Transaction costs                                   11,677                   --                     --
    Business services costs                             57,967                    392                     47
    Cost of software sold                               16,500                   --                     --
    Communication costs                                753,822                811,263                 97,895
                                                   -----------            -----------            -----------

                                                     1,813,501              1,302,864                157,216
                                                   -----------            -----------            -----------

    Gross Margin                                      (115,907)              (384,258)               (46,368)

OPERATING EXPENSES:
    General and administrative                       7,792,360              6,818,678                822,806
    Amortization and depreciation                    3,499,066                441,844                 53,317
                                                   -----------            -----------            -----------

         Total operating expenses                   11,291,426              7,260,522                876,123
                                                   -----------            -----------            -----------

OPERATING LOSS                                     (11,407,333)            (7,644,780)               922,491

    Other income                                          --                  907,208                109,472
                                                   -----------            -----------            -----------

LOSS BEFORE MINORITY INTEREST                      (11,407,333)            (6,737,572)              (813,019)

    Minority interest                                     --                     --                     --
                                                   -----------            -----------            -----------

NET LOSS                                           (11,407,333)            (6,737,572)              (813,019)
                                                   ===========            ===========            ===========


OTHER COMPREHENSION LOSS                                  --                   (3,168)                  (382)
                                                   -----------            -----------            -----------

COMPREHENSIVE LOSSES                               (11,407,333)            (6,740,740)              (813,401)
                                                   ===========            ===========            ===========

BASIC AND FULLY DILUTED NET LOSS PER SHARE               (0.24)                 (0.13)                 (0.02)
                                                   ===========            ===========            ===========


WEIGHTED AVERAGE COMMON SHARES                      47,482,571             50,155,000             50,155,000
                                                   ===========            ===========            ===========

                   See accompanying notes to these condensed consolidated financial statements

                                                     Page 3
<PAGE>

                                            COL CHINA ONLINE INTERNATIONAL INC.
                                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


                                                                               FOR THE NINE MONTHS ENDED
                                                                 ------------------------------------------------------
                                                                 MARCH 31, 2002                  MARCH 31, 2003
                                                                ---------------         -------------------------------
                                                                          (Rmb)               (Rmb)                (US$)
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                     (11,407,333)          (6,737,572)            (813,019)
     Adjustments to reconcile net loss to net cash used
      in operating activities:
         Amortization and depreciation                              3,499,066              441,844               53,317
         Gain on disposal of computer equipment and
           Education Net                                                 --               (395,991)             (47,784)
         Loss on disposal of equipment                                120,000                 --                   --
         Provision for staff welfare written back                        --               (436,479)             (52,670)
         Provision for doubtful debts                                    --                261,585               31,565
         Change in operating assets and liabilities:
           Decrease (increase) in:
              Accounts receivables                                    149,842             (337,624)             (40,741)
              Other assets                                           (716,630)            (308,495)             (37,226)
              Inventories                                              16,500               19,840                2,394
           Increase (decrease) in:
              Accounts payable and accrued expenses                  (107,240)            (116,696)             (14,082)
              Taxes payable                                            73,506              (74,303)              (8,966)
              Billings in excess of costs and estimated
               earnings on uncompleted contracts                      (86,265)                --                   --
                                                                  -----------          -----------          -----------

         Net cash used in operating activities                     (8,458,554)          (7,683,891)            (927,212)

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of equipment                                           (479,626)            (814,394)             (98,272)
     Sales of Education Net                                              --                750,000               90,502
     Net cash acquired in acquisition of COL
        International under reverse acquisition                        63,308                 --                   --
                                                                  -----------          -----------          -----------

         Net cash used in investing activities                       (416,318)             (64,394)              (7,770)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Mortgage loans repayments                                       (233,365)            (246,237)             (29,713)
     Advances from Majority Stockholder                             8,498,629            7,889,377              952,007
     Minority stockholders interest and advance                      (247,902)             (41,846)              (5,050)
                                                                  -----------          -----------          -----------

         Net cash provided by financing activities                  8,017,362            7,601,294              917,244
                                                                  -----------          -----------          -----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                               (62,208)              (3,168)                (382)
                                                                  -----------          -----------          -----------

NET DECREASE IN CASH                                                 (919,718)            (150,159)             (18,120)
                                                                  -----------          -----------          -----------

CASH, beginning of period                                           1,858,434              368,839               44,508
                                                                  -----------          -----------          -----------

CASH, end of period                                                   938,716              218,680               26,388
                                                                  ===========          ===========          ===========

CASH PAID FOR INTEREST                                                 47,297               42,960                5,184
                                                                  ===========          ===========          ===========

NON-CASH INVESTING AND FINANCING ACTIVITIES:
     Issuance of common stock for acquisition
      of subsidiaries                                                  67,662                 --                   --
                                                                  ===========          ===========          ===========


                           See accompanying notes to these condensed consolidated financial statements

                                                           Page 4
</TABLE>

<PAGE>



                       COL CHINA ONLINE INTERNATIONAL INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.   Summary of Business
     -------------------

     Nature of Operations - COL China Online International Inc. ("COL
     International" or the "Company") was incorporated as a Delaware corporation
     on February 22, 2000, for the purpose of acquiring Migration Developments
     Limited ("Migration") and raising equity capital. Prior to the acquisition
     of Migration, COL International was considered to be in the development
     stage, due to its limited operations and lack of revenues.

     In July 2001, the Company completed its initial public offering of common
     stock. The Company issued 1,655,000 shares of common stock in this offering
     at US$0.05 per share (approximately US$83,000). All net proceeds from this
     offering were used to pay costs associated with the offering.

     COL International was formed for the purpose of acquiring and conducting
     the engineering services and the internet related business of Migration. On
     September 24, 2001, the acquisition of Migration by the Company through the
     exchange of the Company's shares was completed. In this transaction, the
     Company acquired all the outstanding shares of common stock of Migration in
     exchange for 40.2 million shares of the Company's common stock. As a result
     of the acquisition, Migration became a wholly owned subsidiary of COL
     International.

     For financial reporting purposes, the acquisition of Migration by the
     Company on September 24, 2001 has been treated as a reverse acquisition.
     Migration is the continuing entity for financial reporting and the
     acquisition of COL International is considered a recapitalization and
     restructuring of Migration. On this basis, the historical financial
     statements prior to September 24, 2001 represent the financial statements
     of Migration. The historical shareholders' equity accounts of the Company
     have been retroactively restated to reflect the issuance of 40,200,000
     shares of common stock since inception of Migration and the issuance of
     9,955,000 shares of stock upon the merger with Migration.

     Migration is a British Virgin Islands (BVI) corporation incorporated on May
     18, 1998. It has two subsidiaries, Shenzhen Knowledge & Communications Co.,
     Ltd. ("Joint Venture") and Shanghai Shangyi Science and Trade Information
     Consulting Co., Ltd. ("Shangyi"), in which it has 90% and 70% equity
     interests, respectively. The Joint Venture and Shangyi are Sino-foreign
     equity joint ventures in the People's Republic of China (PRC). Most of the
     operations of Migration are through the Joint Venture, which did not
     commence substantive operations until the Spring of 1999. The acquisitions
     of Joint Venture and Shangyi had been accounted for as purchases by
     Migration.

     Migration has been providing marketing and technical services for the
     Internet Service Provider (ISP) and value added services generally related
     to the installation of computer network systems (i.e., Local Area Networks
     or LANs) in the PRC.

     Migration is also developing proprietary websites in which it markets
     services and products of other companies and receives subscriber and/or
     transactional fees for its services. Migration designs websites and
     provides hosting services to other companies.

                                     Page 5

<PAGE>


                       COL CHINA ONLINE INTERNATIONAL INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


2.   Basis of Presentation
     ---------------------

     The unaudited condensed consolidated financial statements have been
     prepared by the Company, pursuant to the rules and regulations of the
     Securities and Exchange Commission (SEC). Certain information and footnote
     disclosures normally included in financial statements prepared in
     accordance with generally accepted accounting principles have been omitted
     pursuant to such SEC rules and regulations; nevertheless, the Company
     believes that the disclosures are adequate to make the information
     presented not misleading. These financial statements have been prepared on
     the same basis as the annual financial statements. These financial
     statements and the notes hereto should be read in conjunction with the
     financial statements and notes thereto included in the Company's Annual
     Report on Form 10-KSB for the year ended June 30, 2002 which was filed
     October 11, 2002. In the opinion of the Company, all adjustments, including
     normal recurring adjustments necessary to present fairly the financial
     position of the Company as of March 31, 2003 and the results of its
     operations and cash flows for the quarter and nine month periods then
     ended, have been included. The results of operations for the interim period
     are not necessarily indicative of the results for the full year.

     The amounts included in the financial statements are presented in Renminbi
     ("Rmb") which is COL International's functional currency, unless otherwise
     indicated as US dollars, because COL International's operations are
     primarily located in the PRC. For illustrative purposes, the condensed
     consolidated balance sheet as of March 31, 2003 and condensed consolidated
     statement of operations for the three months and nine months ended March
     31, 2003, respectively and condensed consolidated statement of cash flows
     for the nine months ended March 31, 2003 have been translated into US
     dollars at approximately 8.2871 Rmb to the dollar, which was the exchange
     rate at March 31, 2003.


3.   Recent Accounting Pronouncements
     --------------------------------

     In July 2002, the Financial Accounting Standards Board ("FASB") issued
     Statement of Financial Accounting Standards No. 146, "Accounting for Costs
     Associated with Exit or Disposal Activities" (SFAS 146). SFAS 146 requires
     companies to recognize costs associated with exit or disposal activities
     when they are incurred rather than at the date of a commitment to an exit
     or disposal plan. Examples of costs covered by SFAS 146 include lease
     termination costs and certain employee severance costs that are associated
     with a restructuring, discontinued operation, plant closing, or other exit
     or disposal activity. SFAS 146 is to be applied prospectively to exit or
     disposal activities initiated after December 31, 2002. The adoption of SFAS
     146 is not expected to have a material effect on the Company's financial
     position or results of its operations.

     In August 2002, the FASB issued Statement of Financial Accounting Standards
     No. 147, "Acquisitions of Certain Financial Institutions" (SFAS 147). SFAS
     147 requires financial institutions to follow the guidance in SFAS 141 and
     SFAS 142 for business combinations and goodwill and intangible assets, as
     opposed to the previously applied accounting literature. This statement
     also amends SFAS 144 to include in its scope long-term customer
     relationship intangible assets of financial institutions. The provisions of
     SFAS 147 do no apply to the Company.

     In December 2002, the FASB issued Statement of Financial Accounting
     Standards No. 148, "Accounting for Stock-Based Compensation - Transition
     and Disclosure - an amendment of FASB Statement 123" (SFAS148). For
     entities that change their accounting for stock-based compensation from the
     intrinsic method to the fair value method under SFAS 123, the fair value
     method is to be applied prospectively to those awards granted after the
     beginning of the period of adoption (the prospective method). The amendment
     permits two additional transition methods for adoption of the fair value
     method. In addition to the prospective method, the entity can choose to
     either (i) restate all periods presented (retroactive restatement method)
     or (ii) recognize compensation cost from the beginning of the fiscal year
     of adoption as if the fair value method had been used to account for awards
     (modified prospective method). For fiscal years beginning after December
     31, 2003, the prospective method will no longer be allowed. The statement
     is not expected to have a material impact on the Company as there is no
     stock-based compensation granted.

                                     Page 6

<PAGE>


                       COL CHINA ONLINE INTERNATIONAL INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


4.   Comprehensive Income (Loss)
     --------------------------

     The Company accounts for comprehensive income (loss) in accordance with
     SFAS No. 130, "Reporting Comprehensive Income". SFAS No. 130 establishes
     standards for reporting comprehensive income and its components in
     financial statements. Comprehensive income, as defined therein, refers to
     revenues, expenses, gains and losses that are not included in net income
     but rather are recorded directly in stockholders' equity. Accumulated other
     comprehensive income (loss) for the quarter and nine months period ended
     March 31, 2003, respectively, represented foreign currency translation
     adjustments.


5.   Net Loss Per Share
     -------------------

     Basic and diluted net loss per share is computed by dividing net loss by
     the weighted average number of common shares outstanding.

     Pursuant to the Company's 2000 Stock Option Plan, options may be granted to
     purchase an aggregate of 4,000,000 shares of common stock to key employees
     and other persons who have or are contributing to the Company's success. As
     of March 31, 2003, no options had been granted under the 2000 plan.



                                     Page 7

<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations


This document contains certain forward-looking statements that involve risks and
uncertainties, such as statements of the Company's plans, objectives,
expectations and intentions. When used in this document, the words "expects",
"anticipates", "intends" and "plans" and similar expressions are intended to
identify certain of these forward-looking statements. The cautionary statements
made in this document should be read as being applicable to all related
forward-looking statements wherever they appear in this document. Our actual
results could differ materially from those discussed in this document. Factors
that could cause or contribute to such difference include those discussed below
and in the Company's Annual Report on Form 10 - KSB for the year ended June 30,
2002.


Overview

COL International was incorporated for the purpose of acquiring Migration and
raising equity capital. Prior to the acquisition of Migration on September 24,
2001, COL International was considered to be in the development stage, due to
its limited operations and lack of revenues.

Initial Public Offering - In July 2001, the Company completed its initial public
offering of common stock. The Company issued 1,655,000 shares of common stock in
this offering at US$0.05 per share (approximately US$83,000). All net proceeds
from this offering were used to pay costs associated with the offering.

Going concern - The ability of COL International to continue operations as a
going concern is dependent upon the continuing support from Honview
International Limited ("Honview"), a former shareholder of Migration, which is
now a major stockholder of COL International, until such time as, when or if,
the combined entity of COL International and Migration achieve profitable
operations and/or additional funds are raised in future private and public
offerings.

Acquisition - COL International was formed for the purpose of acquiring and
conducting the engineering services and the internet related business of
Migration. In September 2001, the acquisition of Migration by the Company
through the exchange of the Company's shares was completed. In this transaction,
the Company acquired all the outstanding shares of common stock of Migration in
exchange for 40.2 million shares of the Company's common stock. As a result of
the acquisition, Migration became a wholly owned subsidiary of COL
International. However, for accounting purposes, this transaction is treated a
reverse acquisition, whereby Migration is considered as an acquirer. No goodwill
is recorded in the merger. The condensed consolidated financial statements of
the Company reflected the operations of Migration prior to the merger and the
combined entity after the merger.

Migration is a British Virgin Islands (BVI) corporation incorporated on May 18,
1998. Migration has been providing marketing and technical services for an
Internet Service Provider (ISP) and value added services generally related to
the installation of computer network system (i.e. Local Area Networks LANs) in
the PRC. Migration is also developing proprietary websites in which it markets
services and products of other companies and receive subscriber and/or
transactional fees for its services. Migration designs websites and provides
hosting services to other companies. During the period ended March 31, 2003,
Migration provide project management service in a custom loyalty program by the
application of kiosks solution for a shopping mall in Shanghai.

Disposal - COL International terminated the Education Net business in Wuhan by
disposal of its entire interest in and assets of Education Net for a total
consideration of Rmb750,000 (US$90,502) in July 2002 and since then the
operation of Education Net in Wuhan was ceased. During the nine months ended
March 31, 2003, the Wuhan business recorded an operating loss of Rmb391,100
(US$47,194) from ordinary activities before the disposal of the Education Net,
while the operating loss of the last corresponding period was Rmb1,392,401
(US$168,020), representing a 72% decrease in operating loss as compared with the
nine months ended March 31, 2002. The non-recurring transaction related to the

                                     Page 8

<PAGE>


disposal of Education Net resulted in gain on disposal of equipment of
Rmb395,991 (US$47,784) as well as a reduction of staff welfare liabilities of
Rmb436,479 (US$52,670), totaling Rmb832,470 (US$100,454), which was included in
other income, for the nine months ended March 31, 2003. COL International
intends to dispose the two properties in Wuhan in near future.

                                     Page 9

<PAGE>


Plan of operations:

To re-focus the Company's operation in Shanghai, the Company divested its
operations in Wuhan in July 2002. COL International intends to pursue the
following in Shanghai:

o    Attempting to increase the competitiveness of the Company's products by
     actively seeking alternative suppliers for various services the Company is
     offering.

o    Commencing an operation to provide internet services to Sino Foreign Joint
     Ventures and Foreign Owned Companies in the area of Shanghai.

o    Pursuing a calling card service in Shanghai.

o    Seeking a strategic alliance with traditional media to promote the Company
     name and products.

o    Providing kiosk solutions in the loyalty, E-business and lottery market

The Company has a negative cash flows from operating activities and is seeking
additional financing in order to satisfy its cash requirements. The Company
anticipates that it will require approximately Rmb7,200,000 (or approximately
US$870,000) in financing during the next 12 months to satisfy its cash
requirements. COL International, through its Migration subsidiary, currently
employs approximately 76 employees in China. COL International may recruit more
staff should the above plan of operations are in place.

As a result of the disposal of the Education Net business in Wuhan in July 2002,
the Company intends to dispose of two properties located in Wuhan in the near
future. These properties had a net book value of Rmb2,211,093 (US$266,811) as of
March 31, 2003. During the three months ended March 31, 2003, one of the
properties was leased out for a term of one year while the tenancy could be
terminated by three months' written notice given by either party. Apart from the
above properties and possible addition of more servers to keep pace with future
growth, we anticipate making no purchases or sales of plant and significant
equipment in the coming year. We do not expect the costs of additional servers
to be material.


Results of Operations

     Revenues for the three months ended March 31, 2003 include kiosk solution
project revenue of Rmb484,373 (US$58,449) and marketing fees received from
Shenzhen Rayes Group Co., Ltd. ("Rayes Group") of Rmb115,437 (US$13,930)
compared to installation revenues of Rmb216,296 and marketing fees of Rmb102,834
for the three months ended March 31, 2002. Installation revenue and marketing
fees received from Rayes Group for the nine months ended March 31, 2003 was
Rmb58,842 (US$65,550) and Rmb374,493 (US$45,190), respectively, compared to
Rmb1,371,702 and Rmb269,007, respectively, for the nine months ended March 31,
2002.

     The Company has entered into only a limited number of installation
contracts, and revenue is recognized as project phases are completed and
accepted by the customer. However, because there have been only a limited number
of contracts, the Company's gross margin on installation revenue, which can vary
between contracts based on negotiated price and materials installed (where lower
margins are received), is not consistent between periods. For the three months
ended March 31, 2003, the Company had no revenue generated from network
installation, whereas for the three months ended March 31, 2002, the Company had
a gross margin of 15 percent. For the nine months ended March 31, 2003, the
Company had a gross margin of approximately 3.5 percent based on costs of
Rmb56,800 (US$6,854), whereas for the nine months ended March 31, 2002, the
Company had a gross margin of 29 percent.

                                    Page 10

<PAGE>


     Construction Net and Education Net have contributed transaction fee of
Rmb142 and business services revenue of Rmb6,679 respectively for the three
months ended March 31, 2002 but no revenues are derived for three months ended
March 31, 2003. As mentioned in the overview section above, Education Net was
disposed during the three months ended September 30, 2002 and as a result, the
business services provided by the Education Net was terminated.

     Due to keen competition, no revenue are derived from transaction fee from
Construction Net and sale of software for the three month and nine month period
ended March 31, 2003, respectively.

     During the three months ended March 31, 2003, Migration has entered an
agreement with a shopping mall and a computer equipment provider to act as
project manager for the installation of kiosk systems for a customer loyalty
program. The kiosk system uses interactive computer systems to enhance customer
loyalty to the shopping mall where the system is installed. The kiosk system is
a computer network with the kiosk terminals placed at the shopping mall, which
is connected to a loyalty system server of the Company. The customers of the
shopping mall obtain instant print coupons, interactive promotion and
advertisement information through the on-line kiosk terminals. The Company
provides support services for system maintenance, and monitors and manages the
content and data of the system. The kiosks solution project contributed
RMB484,373 (US$58,450) to the Company's revenue, and it has a gross margin of
10% based on costs of RMB434,409 (US$52,420). The project was completed before
the period ended March 31, 2003.

     Marketing fees are related to the Joint Venture's share of 50 percent of
the revenues generated from ISP services owned by a minority shareholder, Rayes
Group, and computer hosting of web sites for customers. The Company has not yet
generated significant revenues from these lines of business, but is devoting
substantial resources to developing this business. To date, most ISP services
are paid by a limited number of individual dial-up customers and internet games
centers in Shanghai, as well as a limited number of companies whose web sites
are hosted by the Company. The Company also designs web sites for companies,
however, insignificant revenue has been generated from this activity to date. To
the extent that the Company designs and hosts a customer's web sites, the
related revenue from the design will generally be deferred and recognized over
the hosting term of the contract or expected life of the customer, if longer.

     In connection with these services, the Company has an agreement with Rayes
Group to reimburse Rayes Group for its actual transmission (i.e., telephone
line) costs, provided that Rayes Group will pay all incremental costs related to
expansion of the telecommunications facilities related to the ISP operations.
These amounts totaled Rmb244,660 and Rmb198,392 (US$23,940) during the three
months period of March 31, 2002 and 2003, respectively, compared to Rmb753,822
and Rmb811,263 (US$97,895) during the nine months period of March 31, 2002 and
2003, respectively. The Joint Venture has no long-term commitments in connection
with its telecommunication costs other than management fees payable to the Rayes
Group for providing services.

     General and administrative costs include salaries, rent, travel and other
overhead costs. For the three months ended March 31, 2002 and March 31, 2003,
general and administrative costs totaled Rmb2,602,712 and Rmb2,067,594
(US$250,313), respectively. For the nine months ended March 31, 2002 and 2003,
general and administrative costs totaled Rmb7,792,360 and Rmb6,818,678
(US$822,806), respectively. The decrease in these costs is due to the sale of
Education Net.

     Amortization and depreciation expense for the three months ended March 31,
2002 and March 31, 2003 was Rmb1,072,004 and Rmb164,514 (US$19,852),
respectively, compared to Rmb3,499,066 and Rmb441,844 (US$53,317) for the nine
months ended March 31, 2002 and 2003, respectively. The decrease represents the
impairment loss provision of fixed assets, mainly computer equipment, which
accrued in the fourth quarter of the fiscal year ended June 30, 2002.

                                    Page 11

<PAGE>


     The Company has not recognized any future tax benefits resulting from its
operating losses due to the uncertainty of future realization.

     No share of loss has been absorbed by minority shareholder for the three
months ended March 31, 2003 and for the nine months ended March 31, 2003 as its
initial capital contribution was fully absorbed.

     The above has resulted in net losses of Rmb3,781,266 and Rmb2,194,561
(US$265,634) for the three months ended March 31, 2002 and 2003, respectively,
compared to Rmb11,407,333 and Rmb6,737,572 (US$813,019) for the nine months
ended March 31, 2002 and 2003, respectively. The Company expects to continue to
incur losses until its services are more fully developed and accepted in China.

                                    Page 12

<PAGE>


Liquidity and Capital Resources

     As of March 31, 2003 and June 30, 2002, the Company had a negative working
capital of Rmb1,446,987 (US$174,607) and Rmb2,013,399, respectively. As of March
31, 2003, advances from the majority stockholder totaled Rmb59,673,818
(US$7,200,809). The Company's management believes the majority stockholder will
continue to provide financial support to the Company, and the majority
stockholder has signed a note agreement to provide financial support up to
US$8,000,000. Migration's ability to continue operations is currently dependent
upon continuing financial support from its majority stockholder. Also included
in liabilities at March 31, 2003 and June 30, 2002 is Rmb1,028,080 (US$124,058)
and Rmb1,191,140, respectively, incurred in connection with the purchase of
office space and staff quarters in Wuhan, China.

     Cash used in operating activities for the nine months period ended March
31, 2003 was Rmb7,683,891 (US$927,212) as compared with Rmb8,458,554 for the
nine months ended March 31, 2002. The cash used in operations was to fund
operating losses of Rmb11,407,333 and Rmb6,737,572 (US$813,019), generally
offset by non-cash expenses related to amortization and depreciation of
Rmb3,499,066 and Rmb441,844 (US$53,317), gain on disposal of equipments and
Education Net of Rmb nil and Rmb395,991 (US$47,784), provision for staff welfare
fund written back of Rmb nil and Rmb436,479 (US$52,670) as well as provision for
doubtful debts of Rmb nil and Rmb261,585 (US$31,565) for the nine months ended
March 31, 2002 and 2003, respectively.

     Cash used in investing activities for the nine months ended March 31, 2002
was Rmb416,318 while a net inflow of cash for the nine months ended March 31,
2003 was Rmb64,394 (US$7,770) that was due in part to cash received from the
acquirer of Education Net in the amount of Rmb750,000 (US$90,502) for the period
and cash paid by the Company for the purchase of equipment in the amount of
Rmb814,394 (US$98,272), which consisted of Rmb477,914 (US$54,141) of additions
to leasehold improvement for a new office premises and Rmb339,480 (US$44,131) of
additions to computer services, equipment and software.

     Cash flows from financing activities have generally come from advances by
the majority stockholder of the Company. During the nine months ended March 31,
2002 and 2003, the majority stockholder has advanced Rmb8,498,629 and
Rmb7,889,377 (US$952,007), respectively.


Critical Accounting Policies

     The Company's significant accounting policies are described in note 2 to
the financial statements for the years ended June 30, 2001 and 2002 included in
the accompanying financial statements and notes to consolidated financial
statements. The Company believes its most critical accounting policies include
accounting for impairment loss provision.


                                    Page 13

<PAGE>


     After due consideration and careful assessment by the management of the
Company, no further provision for impairment loss on fixed assets is made for
the three months and nine months ended March 31, 2003, respectively, because the
carrying value, net of accumulated depreciation and impairment of Rmb9,636,283
(US$1,162,805) and Rmb1,506,999 (US$181,849), respectively, of fixed assets are
stated at its recoverable amount at the period-end date estimated by the
management.

                                    Page 14

<PAGE>


Item 3.  Controls and Procedures

     Within the 90-day period prior to the filing of this report, an evaluation
was carried out under the supervision and with participation of the Company's
management, including our Chief Executive Officer and Principal Financial
Officer, of the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a-14 (c) under the Securities Exchange Act of 1934). Based on
their evaluation, our Chief Executive Officer and Principal Financial Officer
have concluded that disclosure controls and procedures are, to the best of their
knowledge, effective to ensure that information required to be disclosed by the
Company in reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms. Subsequent to the date of
their evaluation, there were not significant changes in the Company's internal
controls or in other factors that could significantly affect these controls,
including any corrective actions with regard to significant deficiencies and
material weaknesses.



                                    SIGNATURE


     Pursuant to the requirements of the Securities Exchange Act Of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                           COL CHINA ONLINE INTERNATIONAL INC.


Date:    May 14, 2003                       By:  /s/ Anthony Ng
                                                 -------------------------------
                                                     Anthony Ng
                                                     Chief Executive Officer

                                     Page 15

<PAGE>

                                 CERTIFICATIONS



     I, Anthony Ng, certify that:

     1.   I have reviewed this quarterly report on Form 10-QSB of COL China
          Online International Inc.;

     2.   Based on my knowledge, this quarterly report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this quarterly report;

     4.   The registrant's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
          and we have:

          a)   designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               quarterly report is being prepared;

          b)   evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of registrant's board of directors (or persons
          performing the equivalent functions):

          a)   all significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial data
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and

          b)   any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and

     6.   The registrant's other certifying officers and I have indicated in
          this quarterly report whether there were significant changes in
          internal controls or in other factors that could significantly affect
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.


Date:  May 14, 2003                             /s/ Anthony Ng
                                                --------------------------------
                                                Anthony Ng
                                                Chief Executive Officer

                                    Page 16

<PAGE>



     I, C.K. Wong, certify that:

     1.   I have reviewed this quarterly report on Form 10-QSB of COL China
          Online International Inc.;

     2.   Based on my knowledge, this quarterly report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this quarterly report;

     4.   The registrant's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
          and we have:

          a)   designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               quarterly report is being prepared;

          b)   evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of registrant's board of directors (or persons
          performing the equivalent functions):

          a)   all significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial data
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and

          b)   any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and

     6.   The registrant's other certifying officers and I have indicated in
          this quarterly report whether there were significant changes in
          internal controls or in other factors that could significantly affect
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.


Date:  May 14, 2003                             /s/ C.K. Wong
                                                --------------------------------
                                                C.K. Wong
                                                Principal Financial Officer

                                    Page 17

<PAGE>


                      CERTIFICATION PURSUANT TO SECTION 906
                            OF THE SARBANES-OXLEY ACT

1.   The undersigned are the Chief Executive Officer and the Principal Financial
     Officer of COL China Online International, Inc. This Certification is made
     pursuant to 18 U.S.C. ss. 1350 (ss. 906 of the Sarbanes-Oxley Act of 2002).
     This Certification accompanies the Form 10-QSB of COL China Online
     International Inc. for the quarter ended December 31, 2002.

2.   We certify that such Form 10-QSB fully complies with the requirements of
     Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the
     information contained in such Form 10-QSB fairly presents, in all material
     respects, the financial condition and results of operations of COL China
     Online International Inc.

May 14, 2003

                                              By:    /s/ Anthony Ng
                                                     ---------------------------
                                                     Anthony Ng
                                                     Chief Executive Officer


                                              By:    /s/ C.K. Wong
                                                     ---------------------------
                                                     C.K. Wong
                                                     Principal Financial Officer


                                    Page 18